Darius Khambata declines reappointment as Tata Trusts trustee, opposes Tata Sons listing despite differences with Noel Tata

Senior advocate Darius J Khambata has declined reappointment as trustee of the Sir Dorabji Tata Trust (SDTT) and the Sir Ratan Tata Trust (SRTT), citing concerns over the independence of trustees and the direction in which the Tata Group's governance is moving.

In a letter dated November 2, addressed to Tata Trusts chairman Noel Tata and CEO Siddharth Sharma, Khambata said he was formally declining reappointment to both trusts, positions he had accepted at the invitation of the late Ratan Tata.

“I sincerely appreciate that both of you have expressed the wish that I continue. But as you know I have always spoken candidly, albeit only within the Trusts. That independence comes at a cost,” he wrote.

He added that although his views had sometimes differed from Noel Tata's, he appreciated the chairman's “democratic acceptance” of those differences. However, he said a trustee's reappointment requires the agreement of all other trustees and that seeking it would compromise his independence.

Calls proposed Tata Sons listing 'existential' threat

Khambata reiterated his opposition to the proposed listing of Tata Sons, saying he had cautioned against it at the May 28, 2025, Trust meeting.

“I was the first to caution against the potential listing of Tata Sons, calling it ‘existential’ for the Trusts,” he wrote, referring to a resolution he said was passed unanimously on July 28, 2025.

He argued that the Tata model was built on the close relationship between the group's commercial and philanthropic arms. “Tata Sons must always be in sync with Tata Trusts,” he said, adding that nothing since warranted a rethink of the arrangement.

Khambata also said listing was a strategic decision for shareholders and that the public had no legal or moral right to insist that a private company list its shares. He said he remained supportive of proposals that would provide liquidity to the Shapoorji Pallonji Group through a sale of its Tata Sons shares.

Raises concerns over governance and trustee duties

The letter also questioned whether engagement with the Reserve Bank of India had meaningfully addressed how Tata Sons could adopt greater transparency and reporting mechanisms if it were deregistered as a core investment company.

Khambata cited the Supreme Court's judgment in Tata v Mistry, arguing that nominee directors of public charitable trusts have a duty to protect the interests of the trusts.

Expressing concern over the differences between Noel Tata and Chandra, he wrote: “They should remember Lord Krishna’s words in the Mahabharata: ‘Whatever a great person does, common people follow.’”

He concluded that the Tata model must rise above personal interests and preserve the values on which the group was built.